1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 21, 2011.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $37.00, inclusive. The reporting person undertakes to provide to K12 Inc., any security holder of K12 Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Shares vest 25% on the one-year anniversary of the grant date (July 3, 2007) and the remaining 75% vest quarterly for the following three years.

4. Shares vest 25% on the one-year anniversary of the grant date (August 21, 2008) and the remaining 75% vest quarterly for the following three years.

5. Shares vest 25% on the one-year anniversary of the grant date (July 13, 2009) and the remaining 75% vest quarterly for the following three years.

Remarks:

/s/ Christopher R. Ryan, attorney-in-fact

10/31/2011

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).